IRS tax related information/2022 Wikimedia Foundation Form 990 Frequently Asked Questions

Executive Summary

The Form 990 is the annual informational document required by the Internal Revenue Service (IRS) for non-profit organizations in the United States. Every year, the Wikimedia Foundation completes an audit report for the previous fiscal year, and then uses that data to complete the Form 990, which is submitted to the IRS by May 15. Together, both the audit report and Form 990 are used by organizations like Charity Navigator to measure our financial health and strength of our governance practices. We have received the highest rating from Charity Navigator for our Accountability and Finance as well as Leadership and Adaptability, which evaluates our financial performance, governance, policies, and transparent disclosures.

In 2024, the Wikimedia Foundation filed the Form 990 for fiscal year (FY) 2022-2023 with the IRS on May 13, 2024. The completed form is available on our website. We also published a Diff post to announce and summarize key takeaways from this year’s form.

The Form 990 contains financials from our FY 2022-2023 Audit Report, along with information about compensation for key employees, our governance, mission and programs. The vast majority of financial information contained in this Form 990 is a reiteration of information previously disclosed in our FY 2022-2023 Audit Report. This Audit Report can be found on the Foundation website, along with a Diff post explaining the highlights and an FAQ. The Form 990 is made up of two sections: a “core form”, which includes a snapshot of financial, programming, and governance information, and additional “schedules”, which dive deeper into specific topics. The summaries from each of those sections are explained below.

The “Core Form”

The “core form” lists the Foundation’s revenue, expenses, and net assets, which is based in large part on the FY 2022-2023 audit report and related FAQs, which were released in November 2023.

During FY 2022-2023, our total revenue as reported in the Form 990 was $180.2M. This was made up of $173.4M in “contribution and grants” revenue (the money the Foundation receives through donations and grants), $3M in investment income, and $3.8M of “other revenue”, which included funds coming from Wikimedia Enterprise and other smaller sources. Our total revenue of $180.2M represents growth of approximately 7% from the prior year.

Our expenses in FY 2022-2023 totaled $168.3M, of which 43% went to technology, 33% went to support volunteers, 11% went to fundraising expenses, and 13% went to general and administrative support.

Technology is the largest investment we make as an organization supporting one of the most visited websites in the world. In FY 2022-2023, this expense category totaled $71.9M. You can read more about our technology work, as well as other goals we set forth for the organization, in the 2022-2023 annual plan.

Our second largest expense category is direct support to volunteers. A third of our expenses went to support volunteers totalling $56.1M, of which $24.7M is given as grants to community groups for their work towards the Wikimedia mission. You can find out more about the grants in this fiscal year in the Wikimedia Foundation Funding Report.

Our overall expense breakdown is aligned with the approach described in our 2022-2023 Annual Plan, and is a fraction of what most top ten websites spend. There is more information on our commitment to good financial stewardship and efficiency available in our Annual Report.

Our net assets totalled $255.0M, which is 17 months of working capital, in line with the Foundation’s target of 12-18 months and in line with nonprofit best practices. The Wikimedia Foundation's investment policy also offers further information about our financial stewardship practices and management of reserves.

The other major section of the “core form” in the Form 990 covers topics related to the Wikimedia Foundation’s governance system, policies, and disclosure practices. In the Form 990, the Wikimedia Foundation verifies each year that we follow a number of best practices, such as ensuring that senior leaders on our staff and Board of Trustees do not have family or business relationships with one another, that the Foundation did not discover a major diversion of assets (which would indicate theft or fraud), and that notes are taken at all Board of Trustees meetings. Policies such as the Wikimedia Whistleblower Policy, Conflict of Interest Policy, and Data retention guidelines are publicly available on Wikimedia Foundation Governance Wiki, which is where the Foundation publishes its governance material for public access.

Additional “Schedules”

The Wikimedia Foundation also completes various “schedules” on topics such as our public charity status, lobbying activities, and supplemental financial information.

Schedule A verifies the Wikimedia Foundation’s public charity status, which is also available on our website. Schedule B lists donor information for any donors that contributed 2% or more of the overall contributions/donations during the fiscal year; in FY 2022-2023 Tides Foundation contributed $4.2M on behalf of the Wikimedia Endowment which was housed at Tides. More information is available in the FAQ. Schedule C lists political campaign and lobby activities; in FY 2022-2023 the Foundation spent $53.1K to support public policy efforts of the Wikimedia movement in Europe, Argentina, the U.S., India, and elsewhere. Beyond what is required in the Form 990, the Foundation also publishes a Transparency Report biannually to document requests we receive to alter content on the Wikimedia projects and requests to provide nonpublic information about users.

Schedules F and I list regional data about our grantmaking inside and outside the United States. In FY 2022-2023, the Foundation spent $20.7M in grants for organizations and individuals outside of the United States and $4.0M in grants for organizations and individuals within the United States. This information is also documented in greater detail on the Wikimedia Foundation’s grants portal, specifically the Wikimedia Foundation Funding Report for FY 2022-2023, which provides analysis on general trends, as well as a breakdown of funding by program and by region and country. Note that our Funding Report is specific to grants from our Community Resources team. It does not include grant activity that is not currently led by that team, including a grant for Wikidata ($4M), grants that account for the funding passed through to the Wikimedia Endowment via the Tides Foundation ($1.5M), grants for Knowledge Equity ($1M), and scholarships for two Wikimanias ($800K).

Next, Schedule J of the Form 990 lists information about the organization’s executive compensation and payments made in FY 2022-2023. It includes payments made as part of mutual separation agreements with departing executives during calendar year 2022. Columns Bi-iii tie to W-2 reporting for the calendar year 2022. More information about these figures is available in the FAQ.

Finally, Schedule R provides information about Wikimedia Enterprise, a limited liability company fully owned by the Foundation and consolidated within the Foundation’s financial statements, including total revenue of $3.2M for FY 2022-2023. More detailed information about the Wikimedia Enterprise is available in its published Enterprise financial report and Meta-Wiki page.

More information on the Form 990, including a full list of the additional “schedules”, can be found in the FAQ.

FAQs: General topics

What is a Form 990 and what is its purpose?

The Form 990 is the annual informational document required by the Internal Revenue Service (IRS) for non-profit organizations in the United States. The purpose of the filing is to provide information to the IRS and the public for evaluation purposes; this is in addition to our public financial reports and our annual audit performed by KPMG.

The Form 990 is the IRS’ primary tool for gathering information about non-profit organizations and promoting financial compliance. The IRS collects information such as compensation and governance to help ensure compliance with US requirements and best practices.

What time periods does the Form 990 cover?

Tax authorities refer to it as the 2022 return because the fiscal year period that the return refers to began in 2022. A fiscal year is the 12-month period around which an organization builds its budget plans and reporting. For the Wikimedia Foundation, that is the 2022–2023 fiscal year – which covers activities from July 1, 2022 to June 30, 2023. The financial statements cover a comprehensive range of financial activities during that time period and are meant to give the IRS and the public an overview of the organization’s financial status and conduct.

An exception to the July-June fiscal year setup is information related to the compensation of our officers, key employees, highest paid employees, and independent contractors, which is instead based on the calendar year 2022 – so January 2022 to December 2022. This is because the Form 990 requires reporting W-2 income information, which is on a calendar year basis.

When did you file the 2022 Form 990, and where can I find it?

The 2022 Form 990 was filed with the IRS on May 13, 2024], and has now been posted on the Wikimedia Foundation website. It will also eventually propagate to other websites such as Charity Navigator from IRS reporting.

Who is responsible for filling out the Form 990 for the Wikimedia Foundation?

The Form 990 is the responsibility of the management of the Wikimedia Foundation. KPMG provides guidance, helps create the Form 990 in the proper IRS format, and reviews the final product for accuracy and completeness.

What is the process for completing and reviewing the Form 990 for the Wikimedia Foundation?

As discussed above, the Wikimedia Foundation accounting and management staff work to provide data to KPMG. KPMG then provides a first draft of the Form 990 to the Foundation. There may be several drafts, as the draft Form 990 is reviewed internally by Finance, Legal, other departments, and the Chief Executive Officer. Once Wikimedia Foundation accounting staff and management have prepared a “final draft,” it is presented to the Wikimedia Foundation Audit Committee for a detailed review. Once the Audit Committee approves it, it is shared with the Wikimedia Foundation Board. The Wikimedia Foundation Board has seven days to ask questions, and then the Form 990 is officially filed with the IRS by KPMG.

What are the due dates for filing the Form 990?

The Form 990 is due on the 15th of the 5th month following the fiscal year-end, so in our case, November 15 after the June 30 fiscal year end. However, the IRS grants a six-month extension to anyone who requests it, thus moving the Form 990 deadline this year to May 15, 2024.

We requested an extension because the Form 990 includes financial information that is not finalized until the Foundation’s financial audit is finalized, which is typically in November each year. It would be less efficient to try to work on the Form 990 before those numbers are finalized. The Form 990 also has additional information requirements to the audited financial statements and requires consolidation with KPMG tax advisory services.

It is best practice to request the extension from the IRS so that the Foundation can aim to be as efficient as possible with its release of the Form 990 (and other important financial documents) without compromising the accuracy of its contents. This timeline is consistent with the timelines of other comparable organizations.

The Foundation, however, seeks continuous improvement and will continue to evaluate whether the time frame can be shortened in future years.

What are your legal responsibilities for posting the Form 990?

By law, we must submit the full Form 990 to the IRS, and if members of the public request, we must also provide copies for their review for the last three years. As part of the Wikimedia Foundation’s commitment to accountability and transparency, and to make it easy for people to find, we post the Form 990 as a PDF on the Wikimedia Foundation website.

This return is 66 pages long – can you give a quick overview of how it is organized?

The Form 990 consists of the core return form with parts numbered from Part I to Part XII.

• Part I (Summary) provides a snapshot of the core form, including the organization’s mission, activities and current and prior years’ financial results;
• Part II is for the signature of the Wikimedia Foundation officer verifying the accuracy and completeness of the information in the Form 990;
• Part III is a summary of the main program service accomplishments (i.e., what are the main focus areas of our work);
• Part IV includes a checklist to determine which additional schedules need to be completed outside of the core form (see list below for the schedules we are required to complete);
• Part V includes statements regarding other IRS filings and tax compliance (this answers questions related to other tax filings that may be required, for example federal employment taxes);
• Part VI includes questions/statements regarding governance, management, and disclosure (this explains our governing body and management policies, as well as how the organization promotes accountability);
• Part VII includes compensation information (this includes compensation of current and former officers, directors, trustees, key employees, highest compensated employees and independent contractors);
• Part VIII includes revenue information (this includes primarily our donations and grants, as well as other sources of revenue such as investment income and Wikimedia Enterprise);
• Part IX includes the functional expense statement (i.e., expense details split out by functional categories of programmatic, management & general, and fundraising);
• Part X includes balance sheet information (this is a snapshot of our assets, liabilities, and net assets);
• Part XI includes the reconciliation of net assets (i.e., how our net assets changed in the year); and
• Part XII includes the financial statements and reporting method (this explains that we use the accrual method of accounting and that our financials were audited).

Additional schedules that the Wikimedia Foundation completes include:

• Schedule A – Public Charity Status and Public Support (this includes the test to make sure that we are properly considered a 501(c)(3) public charity as opposed to a different type of charity);
• Schedule B - Schedule of Contributors (this is required to be completed if any one donor gave 2% or more of the organization’s overall contributions - see question below for an explanation of the donation reported).
• Schedule C – Political Campaign and Lobbying Activities (see question below for an explanation of our lobbying activities);
• Schedule D – Supplemental Financial Statements (this includes a reconciliation of revenue and expenses per our audited financial report versus revenue and expenses per the Form 990);
• Schedule F – Statement of Activities Outside the U.S. (this includes operational activities as well as grants or assistance to organizations and/or individuals outside of the United States);
• Schedule G – Supplemental Information Regarding Fundraising (this includes information on our fundraising activities and major fundraising events);
• Schedule I – Grants and Other Assistance to Organizations and Individuals in the United States (this includes detail on grants we gave within the United States and information on our overall grant process);
• Schedule J – Compensation Information (this includes more detailed compensation information than in Part VII above);
• Schedule M – Noncash Contributions (this includes stock donations received by the Foundation);
• Schedule O – Supplemental Information (this includes information on process and policy and continuation of items that don’t fit completely on the standard form pages such as the full mission statement which is asked for in Part III but wouldn’t fit in its entirety there); and
• Schedule R – Related Organizations and Unrelated Partnerships (this relates to Wikimedia Enterprise, a limited liability company fully owned by the Foundation).

How can the Form 990 be used to measure the Foundation’s financial health?

The Form 990 is one of the Foundation’s primary financial compliance documents that we release every year. Third parties such as Charity Navigator–an assessment organization that evaluates hundreds of thousands of charitable organizations based in the United States–use the disclosures in an organizations’ Form 990 (along with other things like website disclosures and constituent feedback) to rate their overall health. These ratings are made publicly available to help prospective donors make informed decisions about where they choose to donate their money.

Here are some metrics that are included in Charity Navigator’s evaluation and how they would be calculated using this year’s Form 990, as a way to measure the Foundation’s financial health:

• Working capital ratio: Determines how long a charity could sustain its level of spending using its net available assets, or working capital. The Foundation established a target of 12-18 months for its working capital ratio. The Foundation calculates the working capital ratio as net available assets divided by projected expenses for the current fiscal year. Under the Foundation’s calculation, the working capital ratio was 17 months as of July 1, 2023. Charity Navigator uses a different, less forward-looking ratio of net available assets divided by the average of expenses over the last three fiscal years. Under Charity Navigator's calculation, the Foundation’s working capital ratio was 22 months, which is awarded full points by Charity Navigator for how they measure this metric. There are a range of benchmarks that provide guidance on the level of reserves that are considered appropriate for an organization of a given size and budget. We maintain a reserve as a source of emergency funding. In keeping with the purpose of non-profit reserves, ours is designed to sustain our work and grant funding to affiliates and volunteers in the event of unplanned expenses, emergencies, or shortfalls in revenue. In the past the amount of funding we keep in reserves has varied based on our size and maturity as an organization. Last year we asked our Board to consider a more clear and visible policy to guide our approach to reserves, especially in light of worrying trends in the global economy. In line with organizations of our size, the board adopted the resolution to guide the Foundation to have a minimum of 12 months of working capital in reserve and a target of up to 18 months, which is in line with nonprofit best practices.
• Program expense ratio: This ratio is calculated by dividing program expenses by total expenses (average of most recent three Form 990s) and is designed to reflect the percent of its total expenses a charity spends on the programs and services it exists to deliver. The Foundation’s program expense ratio according to Charity Navigator’s calculation is 75% and exceeds the benchmark for top rated charities by Charity Navigator. The remainder of the Foundation’s expenses is spent on fundraising, and general and administrative expenses, which is similar to past years and meets the best practices described by organizations like Charity Navigator. A variety of shared services functions (including fundraising and general & administrative) are needed to ensure the Foundation is operating within the framework of legal, procurement, and IRS rules for nonprofits and generally accepted accounting standards. Some of those functions include human resources, finance, legal, communications, information technology, and others. These allow us to run an efficient and effective organization, support our staff and stakeholders, and stay in compliance with all laws and standards.
• Liabilities to assets: This ratio is a percentage calculated by dividing a charity's total liabilities by its total assets and is an indicator of an organization’s solvency and/or long term sustainability. The Foundation’s liabilities to assets ratio is 7% and is within the healthy range for nonprofit organizations, as Charity Navigator awards the highest score to organizations with a liabilities to assets ratio of 30% or less.

FAQs: Specific form items

The page numbers used are based on the page number in the bottom center of each page in the Form 990 PDF.

Volunteers: On page 2, Part I, Summary, line 6, the total number of volunteers is listed as 286,000 – where does this number come from?

This number is the estimated average number of editors per month across Wikimedia projects in the fiscal year of the report, as reported by our Product Analytics team.

Staff & Compensation: On page 2, Part I, Summary, line 5, what staff are included within the total number of individuals employed in the calendar year 2022?

Per IRS requirements, this is required to be the number of individuals that were issued W-2s in the calendar year 2022. Thus, the total shown is the number of US-based full-time and part-time employees employed during the calendar year 2022. It does not include non-US-based workers, as well as contractors which may be hired part-time or for specific assignments, as those individuals are not issued W-2s from the Foundation.

Staff & Compensation: On page 2, Part I, Summary, line 15, what is included within the category “Salaries, other compensation, employee benefits”?

This category includes salary, benefits, retirement, wellness, and payroll taxes for full-time and part-time staff members in the US and outside of the US employed by Wikimedia Foundation or its Employer of Record. These costs as well as salaries vary significantly by geography. This number does not include fees paid to temporary contractors, vendors, or consultants. Please also note that the amount shown is for the fiscal year (July 1, 2022 – June 30, 2023) while other information in the Form 990 is as of the calendar year (January 1- December 31, 2022).

Staff & Compensation: On page 2, Part I, Summary, line 15, salaries have increased in total by approximately $8.7 million from the prior year – what caused this increase?

This was primarily due to increased employee headcount throughout the prior fiscal year (fiscal year 2021-2022), as FY 2022-2023 was the first full year of compensation for those new positions, and annual compensation increases for existing staff.

As outlined in our FY 2022-2023 annual plan, the Wikimedia Foundation grew very rapidly over the prior 3 years, with the addition of more than 200 new people between 2020 and the middle of 2022. Under the 2022−2023 annual plan, we chose to stabilize our growth and work to ensure that new resources would deliver maximum impact for our mission. In the context of stabilization, we anticipated a 17% increase in our 2022−2023 budget, most of this representing inflationary and other year-on-year costs. This was in line with the increase in salaries and benefits that we saw. Budget stabilization continued during the following year, with budget growth slowing even further to approximately 5%.

The Wikimedia Foundation's compensation practices reflect our desire to compensate people for their work in a manner that is equitable, reasonable, and consistent with our values and culture. The Foundation recently published more information about compensation in a Diff post.

Expenses: On page 3, Part III, line 4a (program expenses related to Wikipedia.org and other Wikimedia websites) increased by $5.4M from the prior year and line 4b (program expenses related to grantmaking and program activities) increased by $10.8M, why?

Both line items 4a and 4b are made up of multiple types of programmatic expenses, including personnel costs as well as other expenses such as grantmaking and professional services. A primary cause of the increase in both 4a and 4b was personnel costs - 4a increased by $4.0M and 4b increased by $4.4M due to personnel costs. This covered both increased employee headcount throughout the prior fiscal year (FY 2021-2022), as FY 2022-2023 was the first full year of compensation for those new positions, and annual compensation increases for existing staff. In addition, line 4b included a $5.4M increase in community grants, with the fastest growth happening in Latin America and the Caribbean, Sub-Saharan Africa, and East, Southeast Asia and the Pacific (read more in the 2022-2023 Funding Report).

Lobbying: On page 4, Part IV, line 4 is marked “Yes” for lobbying activities, why?

The IRS defines “lobbying activities” as “all activities intended to influence foreign, national, state, or local legislation.” In FY 2022-2023, the Wikimedia Foundation continued to support the public policy efforts of the Wikimedia movement, including activities to promote and defend Wikimedia's position on copyright, free expression, and legislation that supports online community content moderation and community governance. Activities included meetings and letters to the UK government concerning the Online Safety Bill, comments on the Argentina Data Protection Draft Bill, comments to the European Commission on the implementation of the Digital Services Act, to the U.S. Privacy and Civil Liberties Oversight Board on FISA Section 702, on the India Data Protection and Privacy Bill, and participating in consultations related to the UNESCO guidelines on digital platform regulations and US Section 702. For more information on the Foundation’s advocacy work, which includes lobbying, see the Don’t Blink Public Policy Snapshot newsletters on Diff.

We have outlined our expenditures on lobbying activities for the fiscal year in Schedule C, pages 26-28. Our lobbying expenditures increased $29.9K from $23.2K in FY 2021-2022 to $53.1K in FY 2022-2023. Our continuing advocacy work is a priority, as outlined in our current annual plan for FY 2023-2024.

Endowment: On page 4, Part IV, line 10 is marked “No” for endowments or quasi endowments, why?

During the 2022–2023 fiscal year covered by this Form 990, the Wikimedia Endowment was managed by a separate legal entity (Tides Foundation). The Wikimedia Endowment has its own separate Board of Directors that has the authority to control and govern the policies and procedures of the Endowment. As such, per U.S. accounting standards, which the IRS follows for the Form 990 reporting purposes, the Endowment is not reported within the Foundation’s financial statements on our Independent Auditors’ Report and Form 990.

The Wikimedia Foundation transitioned the Wikimedia Endowment from Tides to a new US 501(c)(3) charity at the start of fiscal year 2023-2024. Detailed financials for the Endowment will be available in its own audit reports and other disclosures starting with FY 2023-2024. We expect the first audit over FY 2023-2024 to be completed and available in the fall of 2024, and the IRS Form 990 to be completed by May 2025.

Board appointments: On page 7, Part VI, Section A, line 7a, the question “Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body” is answered “No.” Why?

This question is answered no because the Board technically retains power of appointment for all seats. Up to eight seats are selected by the community through a voting process. Community-selected candidates are then subject to legal due diligence (e.g., background checks), and, once the due diligence is successfully completed, the Board of Trustees approves their appointment. This is the process that the Board has followed for many years, and, upon review, we have determined that selecting "no" is the clearest answer to this question.

Affiliates: On page 7, Part VI, Section B, line 10a, the question “Does the organization have local chapters, branches, or affiliates?” is answered “No.” Why?

This question refers to entities that are not their own legal entities but rather extensions of the parent entity, in this case the Wikimedia Foundation. Wikimedia affiliates are independent organizations.

Staff & Compensation: On pages 8-9, Part VII, Section A, there is a list which includes people who are no longer on the staff but does not include some current staff. Why?

The list is intended to reflect the 2022–2023 fiscal year and 2022 calendar year, which means it includes key staff who were present for all, or any part, of the calendar year, as well as board members with terms in effect during the fiscal year from July 2022 through June 2023.

Staff & Compensation: On page 8, Part VII, Section A, how do you determine which staff are listed here? Why is there a name I don’t recognize?

The requirements for inclusion on this list are staff who were officers of the organization, key employees, and the five highest compensated employees for the calendar year 2022. The Form 990 is a legal document requiring us to list the legal names of all reported individuals, which may or may not be the name they use routinely.

Staff & Compensation: On page 8, Part VII, Section A, what does column F “Estimated amount of other compensation from the organization and related organizations” represent?

Column F includes retirement (401K matching) as well as other nontaxable benefits, including health benefits, dental, vision, short and long term disability, and accidental death and dismemberment insurance. See Schedule J, Part II (page 53) for a more detailed break out of these costs.

Expenses: On page 9, what is the nature of the independent contractors?

The Form 990 requires disclosure of the five highest compensated independent contractors. The nature of each of those five independent contractors is listed below.

• Gluzdov.com, Inc. DBA Speed and Function: engineering services and software development to support product development, technical infrastructure, and the development of the Wikimedia Enterprise API services
• Jones Day: legal services related to trademark portfolio management and enforcement
• Berlin Rosin Ltd: day-to-day communications support
• This Dot Inc.: frontend web engineering
• Human Made Inc.: support for Foundation website and community blog, Diff

Expenses: On page 11, Part IX, line 11b, what does the $2.6M in fees for legal services represent?

It relates to general outside legal counsel, trademarks support, human resources related counsel, and litigation. These are recurring activities and consistent with prior years.

Expenses: On page 11, Part IX, line 25, how does the expenses allocation among Program Service Expenses, Management and General Expenses, and Fundraising Expenses compare to the prior fiscal year?

For FY 2022-2023, the Foundation invested in programmatic activities as outlined in the approved annual plan for that year. During this reporting period we invested 76% in Program Services, 13% in Management & General, and 11% in Fundraising. This is consistent with the prior year.

Net Assets: Page 13, Part XI is a reconciliation of net assets, can you describe the information it contains?

The reconciliation of net assets summarizes the change to net assets, meaning our total financial holdings including both cash on hand and the investments that make up our financial reserves, net of liabilities such as accounts payable. It is calculated by adding the Foundation’s revenue that fiscal year (primarily from donations) and subtracting our expenses, such as salaries, grants paid, and server costs.

The number is also adjusted for accounting differences between what is required in our audited financial statements and what is required by the IRS in the Form 990. This adjustment results in an ending net asset balance of $255M, which ties to our audited financial statements.

Per IRS rules, there are also two items from our audited financial statements that are excluded from Form 990 reporting, and thus need to be included as adjustments in this reconciliation. These are:

• Net unrealized gains (losses) on investments (line 5): The Wikimedia Foundation holds our financial assets in a number of different forms, including U.S. treasuries, bonds, and stocks. The value of these investments goes up and down over time, and FY 2022-2023 was a year where the overall value went up, mostly due to market fluctuations. They are “unrealized” because the Foundation did not sell the assets, and will hold them until maturity or until they realize positive returns in line with our investment policy. Unrealized gains and losses from investments are not reported within net income under IRS rules. In FY 2022-2023, the Foundation had unrealized gains of $3.5M from investments.
• Other changes in net assets (line 9): The $274K listed resulted from the return of unused grant funds. Sometimes the Foundation’s grantees do not use all of the grant funds. Under the terms of our grant agreements, unused funds that are not re-allocated to a new grant are required to be returned to the Foundation. In the Form 990, returns of unused grant funds are not reported within net income.

Contributions: What is Schedule B and why did the Foundation complete it in this Form 990?

The Foundation, as a 501(c)(3) organization, is required to complete Schedule B, Schedule of Contributors, if any one contributor contributed 2% or more of the overall contributions/donations during the fiscal year. The Foundation has not completed this schedule in recent years as no one contributor contributed 2% or more of total contributions. However, for the FY 2022-2023 Form 990, the Foundation completed this schedule because one entity, the Tides Foundation, contributed $4.2M during the fiscal year, which was greater than 2% of overall donations. The grants from the Tides Foundation were made on behalf of the Wikimedia Endowment which was housed there. These grants supported Wikidata, Abstract Wikipedia, Machine Learning, and Endowment support. The Wikimedia Endowment transitioned from the Tides Foundation into an independent 501(c)(3) in July 2024.

Donated Services: On page 32, Schedule D, Part XI, line 2b, what does donated services and use of facilities represent?

This relates to pro bono litigation services, as well as donated technical and hosting services.

The pro bono litigation primarily relates to the Wikimedia Foundation v. NSA lawsuit, from the American Civil Liberties Union (ACLU) and Cooley, LLP. It also includes other pro bono legal services related to employment law.

The donated technical and hosting services included donated internet hosting and distributed denial-of-service (DDoS) mitigation services, as well as donated technical engineering services.

The Foundation did not receive any donations for use of facilities.

Expenses: What is the purpose of Schedule F, Statement of Activities Outside of the United States (begins at page 34)?

This schedule shows what activities the organization has outside of the United States and how much the expenses are related to those activities. Furthermore, the IRS asks us to break the activities down by region; for example, North America includes Canada and Mexico (but not the U.S. since this schedule is focusing outside of the U.S.), East Asia and the Pacific includes Australia, and South Asia includes India. Expenses include payments for services such as bandwidth, contractors, grants to organizations and individuals, etc. Importantly, while these payments account for direct spending for expenses in each region, they do not account for the value of services and initiatives in a given region, such as the benefits to readers and editors. The IRS also asks about Fundraising activities. Through our online donations, we receive donations from every region that the IRS lists. We don't show expenses in those regions related to Fundraising because we do not pay individuals or organizations outside of our own staff members to fundraise in regions outside of the U.S.

Fundraising: On page 42, Part I line 3, why aren’t all states listed for the Foundation’s fundraising?

The Foundation fundraises in all states; however, this line in the Form 990 requires reporting on states in which the Foundation is registered or licensed to solicit contributions or has been notified it is exempt from registration or licensing. Not all states require registration or licensing (for example, Texas and Arizona) and thus those states are not included.

Grants: On page 46, Part II, there is a grant given to the Tides Foundation. What was the grant for?

During FY 2022-2023, the Tides Foundation was still managing funds on behalf of the Wikimedia Endowment. The $1.5M to the Tides Foundation was the transfer of planned gift donations to the Wikimedia Endowment. Note that in April 2023, the Foundation stopped transferring funds to Tides in order to prepare for the Endowment becoming its own, independent 501(c)(3). Starting with FY 2023-2024, these donations have been sent directly to the Wikimedia Endowment and no longer to Tides Foundation.

Staff & Compensation: On page 53, Schedule J, Part II, what do each of the columns represent?

Compensation is broken out into the below categories/columns, per IRS rules:

• B(i) base compensation: this is the base salary compensation.
• B(ii) bonus and incentive compensation: this includes one-time payments made in addition to base salary compensation.
• B(iii) other reportable compensation: this includes life insurance premiums, wellness stipends, and separation payments.
• C retirement and other deferred compensation: retirement 401K matching.
• D nontaxable benefits: this includes health benefits, dental, vision, short and long term disability, and accidental death and dismemberment insurance.
• E total of columns B(i)-(D).

Staff & Compensation: On page 53, Schedule J, Part II, in the executive compensation table, what is represented by the “bonus and incentive compensation” that the executive staff have received on top of their “base compensation”?

The “bonus and incentive compensation” column generally accounts for payments such as one-time supplemental payments for additional responsibilities that a particular individual or role has taken on, signing bonuses, and other payments that are not permanent salary adjustments. For seven months in the calendar year 2022, the Wikimedia Foundation had no Chief Product and Technology Officer. This required additional services beyond the standard responsibilities from the Vice President of Data Science and Engineering. Instead of a permanent salary adjustment, Tajh Taylor received a one-time payment of $26K for additional responsibilities that he fulfilled during this time. This payment was not made again the following year.

Staff & Compensation: On page 54, Schedule J, Part III, under Supplemental Information, three former employees received severance payments - can you speak more to that?

In calendar year 2022, the three senior leaders listed left the Wikimedia Foundation under mutual separation agreements, and received the payments listed on this page. Three additional senior leaders departed during calendar year 2023 and will have severance reported on the following 990 because, as noted in the FAQ about time period covered by this report, executive compensation information is the only financial information reported based on calendar year.

Mutual separation agreements are contracts between an organization and a departing worker which typically involve agreed upon benefits to departing employees such as severance payments and extending healthcare benefits for a given period . These types of agreements and severance packages are common at the executive level, particularly during a period of significant organizational change when many departures take place in a relatively short period of time.

Decisions regarding severance payments for senior leadership are made by the Wikimedia Foundation’s Board of Trustees, and involve administrative input from various sources including legal counsel and human resources experts within the Foundation. The size and components of payments around the departure of a senior leader typically take into account a number of factors, including a leader’s salary, performance, level of responsibility, tenure at the organization, and other services they provide during the transition, in addition to external market conditions for their type of role. Due to both legal and privacy concerns related to sharing human resources information, the Foundation cannot offer additional details on payment beyond what is disclosed here. As part of the Foundation’s 2023 global guidelines process, severance payments are now subject to a standardized calculation process.

Wikimedia Enterprise: Is Wikimedia Enterprise included in the Form 990?

Yes, Wikimedia Enterprise is a part of the Foundation for U.S. accounting as well as federal tax purposes (see Schedule R in the Form 990). This is because Wikimedia Enterprise is a wholly owned subsidiary that is part of the Foundation for federal tax purposes, which is standard practice for limited liability corporations like Wikimedia Enterprise.

Wikimedia Enterprise revenue is also reported within Part VIII - Statement of Revenue (page 10) on line 5 (royalties for the API subscription) and line 11b (professional services). The increase in revenue was due to full year revenue for some customers that signed contracts part way through the prior fiscal year, as well as an increased customer base.

Additional financial and governance details that go beyond what is required by the Form 990 for reporting on Wikimedia Enterprise - annual reports, cost sharing and operating agreements and more - can be found on its dedicated governance page. Each year’s financials are also further explained in a Diff post.

Wikimedia Enterprise: What are the federal tax requirements?

Income derived from unrelated business activities may be taxable to non-profit organizations. This unrelated business income is income from a trade or business, regularly carried on, that is not substantially related to the purpose that is the basis of the organization’s tax exemption. For Wikimedia Enterprise, taxable income includes professional service revenue, net of expenses. In this context, “professional services” is the small portion of revenue Wikimedia Enterprise engineers spend consulting with customers at their request, to provide expert technical advice to a specific customer about their own systems and setup. The revenue derived from the API subscription itself is not taxable. For more information see the Enterprise financial report for calendar year 2022.